Additional Cash Consideration Adjustments Sample Clauses

Additional Cash Consideration Adjustments. (a) If, at any time prior to the Closing, Buyer becomes aware of any fact, event, circumstance, or action, the existence or occurrence of which, if not corrected or remedied prior to the Closing, would, in Buyer's good faith and reasonable belief, and supported by substantial evidence, require the Sellers to indemnify Buyer pursuant to Section 10.2(a) as a result of an untrue representation or a breach of warranty by FVP contained in Sections 3.9 (with respect to any rearrangements or rehabilitations of cable trunk only as specified in the penultimate sentence of Section 3.9), 3.11(g) (with respect to payment of copyright fees only), 3.11(k), 3.11(l) (with respect to payment of pole attachment fees only), or 3.14 or as a result of the existence of an Encumbrance on the Assets of the FrontierVision Companies that is not a Permitted Encumbrance, Buyer shall immediately give notice to FVP of such fact, event, circumstance or action. If Buyer desires to seek an adjustment to the Cash Consideration in respect of such matter, Buyer shall so state in its notice and specify in reasonable detail the factual basis for the claim and the amount thereof. Buyer shall certify in such notice that the basis and amount of the claim were determined in good faith by Buyer and such claim must be supported by substantial evidence. Buyer agrees to make available to FVP and its authorized representatives the information relied upon by Buyer to substantiate the claim. If the matter is cured prior to the Closing, Buyer shall not be entitled to any adjustment to the Cash Consideration pursuant to this Section 2.9 in respect of such matter. If Buyer and FVP agree at or prior to the Closing to the validity and amount of such claim, the Cash Consideration shall be reduced by such amount. If Buyer and FVP do not agree to the validity or the amount of the claim at or prior to the Closing, then Buyer shall deposit a portion of the Closing Cash Payment equal to the amount of Buyer's claim with the Escrow Agent to hold in escrow on behalf of Sellers solely in order to provide a fund for any payment to which Buyer may be entitled in respect of a claim made under this Section 2.9(a) (such escrow, the "Post-Closing Section 2.9 Escrow," and such deposit, together with any earnings thereon, the "Post-Closing Section 2.9
Sample 1
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Additional Cash Consideration Adjustments. (a) If, at any time prior to the Closing, Buyer becomes aware of any fact, event, circumstance, or action, the existence or occurrence of which, if not corrected or remedied prior to the Closing, would, in Buyer's good faith and reasonable belief, and supported by substantial evidence, require the Sellers to indemnify Buyer pursuant to Section 10.2(a) as a result of an untrue representation or a breach of warranty by FVP contained in Sections 3.9 (with respect to any rearrangements or rehabilitations of cable trunk only as specified in the penultimate sentence of Section 3.9), 3.11(g) (with respect to payment of copyright fees only), 3.11(k), 3.11(l) (with respect to payment of pole attachment fees only), or 3.14 or as a result of the existence of an Encumbrance on the Assets of the FrontierVision Companies that is not a Permitted Encumbrance, Buyer shall immediately give notice to FVP of such fact, event, circumstance or action. If Buyer desires to seek an adjustment to the Cash Consideration in respect of such matter, Buyer shall so state in its notice and specify in reasonable detail the factual basis for the claim and the amount thereof. Buyer shall certify in such notice that the basis and amount
Sample 1

Related to Additional Cash Consideration Adjustments

  • Merger Consideration Adjustment (a) Within ninety (90) days after the Closing Date, the Purchaser’s Chief Financial Officer (the “CFO”) shall deliver to the Purchaser Representative and the Seller Representative a statement (the “Closing Statement”) setting forth (i) a consolidated balance sheet of the Target Companies as of the Reference Time and (ii) a good faith calculation of the Closing Net Indebtedness, Net Working Capital and Transactions Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration using the formula in Section 1.07. The Closing Statement shall be prepared, and the Closing Net Indebtedness, Net Working Capital and Transactions Expenses and the resulting Merger Consideration and shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such agreement.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • Annual Compensation Adjustments During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Company, and in accordance with the Company’s practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Executive’s Annual Base Salary, at least annually, (a) commensurate with increases generally given to other executives of the Company of comparable status and position to the Executive, and (b) as the scope of the Company’s operations or the Executive’s duties expand.

  • Anti-Dilution Adjustments to Exercise Price If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

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